RWBY: Grimm Shadow
by RubyRoseII
Summary: Team RWBY and friends are getting ready for the 40th annual Vytal festival! But Cinder and her crew don't exactly want peace, what better weapon to use then Grimm? Tentacle smut, we only have one, why not one more! Futa will be along the way I'm sure, that's always fun to get into, as well as many other smutty things. Enjoy.
1. Ruby and Yang: Sisters

**Alright, there's really only one Tentacle thing for RWBY, so lets make it two. The other one is really good and I am a huge fan. I hope no one considers this a copy of it, but it's going to involve Grimm and tentacles. Only so much you can do with that. I'll try to keep mine as unique as possible without stealing anything. If it does look similar please let me know. As well as any suggestions or requests. I'd love to make it more enjoyable for the reader. This is rated M for a reason, it's going to have adult subject matter. If you're at the age where you need to ask your mom to use , this isn't the story for you. (Ruby and Yang)**

It was a dark night in Vale, a storm ragging though out the kingdom as the streets were abandoned, everyone staying indoors as the storm rages on. The city experiencing power outages every so often, Cinder Fall was in an abandon warehouse, about 50 White Fang members with her, doing various tasks. She had her own office set up near the back of the structure, candles lighting the room until power was restored, she was sitting at her chair with a map of Vale in front of her as well as where the Vytal festival was taking place, and the fairgrounds. Neo, Mercury, and Emerald were joining her as they discussed various plans to attack the Vytal festival, the symbol of peace after the great wars. She knew what the goal was but they were all clearing up any details, Cinder deciding to use Grimm as well as the Atlesian knights to over throw the Festival, killing all the Huntsmen and Huntresses inside. But it would take a lot of skill and a team to infiltrate the Festival, for which they already were registered to participate in, having Neo get a slight change in outfit and hair colour. The plan was in motion.

As the storm passed and the morning sun burst through the clouds, it was the day just before the Vytal festival tournaments were scheduled to begin. Team RWBY were helping set up the fairgrounds with many other teams and staff at Beacon, as well as Atlesian knights. Ruby sighed as she set down a crate marked 'Fragile'

"You know….for something marked fragile it sure is heavy" She sighed before looking back to Yang who was carrying a similar crate, only 3 times the size, giving her younger sister a chuckle as she put it down

"Yeah, super heavy. Come on sis, lets go find Blake and Weiss"

Ruby just nodded to Yang before skipping out from behind the stage where they left the crates, Yang following behind her as they found the two laying some crates down on the stage

"Weeeeiiiss! Blaaaaaaaake! Come on! Lets go get something to eat!"

Ruby hollered causing her team mates to jump down from the stage

"Did you guys finish with all those boxes?"

"Of course, easy peasy!" Ruby smiled to Blake before the whole team walked toward a kiosk. All of them sitting down in team order as they asked for their food, Ruby getting a bowl of Ramen, Weiss getting a salad, Blake getting just Tuna, and Yang also getting a bowl of Ramen, the four girls packed it away in a few minutes before Yang let out a loud burp, rocking the bowls of her team mates

"That's disgusting" Weiss gestured before whipping her mouth with a tissue "So unlady like"

Yang just chuckled before burping again, much louder "Don't be such a sour puss Weiss"

Ruby just giggled before jumping out of her seat "Come on team, lets get home. We've got a biiig fight ahead of us tomorrow!" Ruby gestured for her team to follow before checking to make sure her scroll was in her pocket, only to find it wasn't there

"Gaaaah! Stupid girl pockets…Yang…I think I left my scroll back at those crates…can you come look for it with me?"

Yang nodded before walking over to her sister "Yeah, not a problem sis. You two head back to your dorm; we'll catch up with ya"

Both Blake and Weiss just walked toward the girls before moving past them

"Sure, don't be too late. And don't let Ruby stop and look at all the weapons!" Weiss yelled as they both waved to the sisters, walking into the distance.

"Come on Yang, should be around here somewhere." Ruby quickly sped off to where she assumed her scroll would be, behind the stage. The fairgrounds became darker as the sun set, dusk setting in as people were leaving a few lights left on but it was slowly becoming darker and darker as Ruby and Yang speed walked toward the stage, Ruby getting there first she walked behind it only to see it on top of the same crate she was moving earlier, smiling to herself she walked up to it, grabbing it with a triumphant hum as she turned back to see Yang turn the corner

"Got it! Lets get out of here….this place gives me the creeps at night" Ruby sighed while putting her scroll in her pocket, looking up to see Yang with a slight terrified look on her face as Ruby tilted her head to the side

"Y-Yang? What's wrong" Ruby heard a smash behind her before quickly turning around only to see the create her scroll was on had opened, Falling to the ground as this black Grimm like creature stood on two legs, eyeing the two girls with its blood red eyes, piercing through them as they just stood there, not even sure what it was, a Beowolf or Death Stalker is easy…they didn't even know what it was. It slowly tilted its head to the side, its back sprouting tentacles, six in total as it took another step, by this time Yang realized what she needed to do, extending Ember Celica and grabbing Ruby's hand, the younger girls paralyzed with confusion before Yang pulled her sister away, running as she fired a round back at the Grimm, only for a tentacle to shoot out and to the ground before grabbing the brawlers leg, causing her to fall face first, Ruby falling with her onto the ground before the weird, almost wolf like Grimm walked up to them.

Standing right by their legs it grabbed Yangs arms with two tentacles, tying them behind her back, another gripping Crescent Rose, pulling it away and throwing it across the fairgrounds.

"Yang?! What is this thing?!" Was all Ruby could think to say, still confused by the whole situation.

"I don't know! It's a Grimm! Just run! I'll try and hold it off!" Yang screamed, only thinking about her baby sister at this point, but her arms were already bound, struggling to break free as the Grimm hit a button on the side of Ember Celica, both of the ammo being ejected as two more tentacles moved to the scarlet haired girl, coiling up her legs before stopping at her supple ass, lifting her skirt. The two binding Yang pulled her up the side of the Stage, only to bend her over on a crate, the creature letting out a weird mating call as it slithered its way into Yangs shorts, easily cutting through the underwear as it lightly teased her already wet pussy, causing an involuntary moan from the blonde brawler, the two tentacles currently working on Ruby already had her leggings torn to shreds, though still on.

Ruby had been squirming the whole time, trying to crawl away but unable with another tentacle wrapped tightly around her lower leg, hurting her with its force as she felt a sudden strike of pain shoot up her lower back as the tentacle suddenly entered her virgin pussy without warning, tearing through the fabric of her panties and leggings in one swift motion like it was toilet paper, causing Ruby to cry out in pain, a small amount of blood dripping onto the monsters tentacle as it ripped right though her hymen, the feeling sending pain through her body as she looked over to her sister, only to find her shorts gone, only the elastic from her panties left as two tentacles were in each hole, Yang moaning loudly with every thrust into her as she felt her body shaking with pleasure, her mind zoned out as she was fucked by this Grimm her core dripping as it was rammed into, her swollen clit rubbing against the crate, only adding to the pleasure as she felt her insides being filled, the Grimm not even holding her hands as she dug her nails into the sides of the crate, Her head hanging over the front as she was fucked hard.

Ruby on the other hand was not enjoying it as much, the monster having been more gentle with her then her sister was still pumping into her pussy at a moderate pace, slipping around inside her tight walls as the pain was slowly replaced by pleasure, still in a large amount of pain as she felt herself rapped by this Grimm, this Creature dominating her as two tentacles moved to grab her hands, gripping them so it could start thrusting harder and faster, not caring for her comfort any more as it felt its orgasm approaching, Yangs toes started to curl as she felt her own orgasm arriving, it thrusting a few more times before she let out a long loud cry of pure pleasure, her cum hitting the tentacle as well as the monster it came from, causing it to let out another mating call before it suddenly came deep into both girls. It filling Yangs womb before pulling out of her vagina, shooting all over her stomach and clothes covered breasts, the other once cumming deep into her asshole, pulling out as cum leaked from it, the one in Ruby pulled out just before climax; cumming all over Rubys face and clothes covered chest as well as the floor around her, Both girls just laid there as the monster panted, Ruby clutching her stomach as a small amount of blood dripped from her and Yang bent over on the crate as cum leaked from both holes, her body limp as she panted, tongue out like a dog, her mind blank.

The Grimm let out one more sound before turning around and running and jumping over a nearby fence as the tentacles retracted into its back, looking more like spikes at this point then the tentacles that they just were.

"Y-Yang….C-Can…you….hear me?" Ruby asked in a whisper as she crawled toward her sister "We need to….Need…."

Then everything went dark as Ruby passed out.

 **How was that? I hope you enjoyed. More to cum of course XD If you think I could improve with anything please let me know, if you have anyone or anything you want to see, please let me know. Thanks for reading!**


	2. Weiss and Blake: Teammates

**Time for round two! A new chapter is here! Who knows what will happen with our favourite Huntresses! Will the monster leave them alone for this chapter?! I doubt it. But you never know! (Blake and Weiss)**

It was around five in the morning. Both Blake and Weiss were sound asleep in their dorm, merely assuming that Ruby and Yang would be back by now, the decided to get some rest. The doorknob turned slowly, opening the door as Yang and Ruby walked in, both limping and still covered in cum, their clothes torn while they sauntered into the room, trying not to wake their partners.  
"Yang…. w-what do we do with all this… stuff?" Ruby whispered to her older sister, looking toward the bathroom door. "I guess…. just…. clean it?" She questioned. Her eyes turning back to her sister.  
"Yeah, come on s-sis," Yang said with a slight hiccup in her voice as she walked into the bathroom, her younger sister quickly following.  
"So…. what was that thing? And….why was it in the crate?"  
"I don't know Ruby…. It's gone now. Lets just… focus on making sure no one finds out what… happened to us…" Yang said, slightly unnerved by the whole thing. Even more so at how much she enjoyed it.  
"R-Right…." was all Ruby could think to say before turning on the sink, removing most of her cum covered clothes before washing her face with water.  
"What is this stuff….. It's really sticky….. and warm… Well, was warm."  
Yang just sighed before looking at Ruby, removing her own clothes before speaking.  
"It's called cum... It's….complicated."  
"Oh…. I think I've heard of it but I've never…. seen it."  
After the two girls cleaned up and dressed in their pajamas they both jumped into their beds, quickly closing their eyes as they fell asleep. Ruby still held her stomach due to a large amount of pain. Her Aura trying to compensate but doing little to help.

The morning came as Weiss slowly opened her eyes to the sound of tweeting birds outside her window. The sun shined in as she reached out for her scroll, grabbing it as she went through any notifications she collected from the night before.  
After clearing all of them she made her way to the bathroom, brushing her teeth and hair as well as changing into her normal combat attire. She walked out to see Blake up and reading a book, her favourite one as a matter of fact.  
"Good morning. Sleep well?" The heiress asked with a soft smile while making her way to her own bed before taking a seat, crossing her legs as she did so.  
"Pretty good, and you?" Blake looked up to Weiss, taking her eyes off her book while setting it down.  
"Wonderful. Looks like the two dolts are sleeping still." Weiss pointed out before a loud growl erupted from Blake's stomach, causing Weiss to stare in slight disgust.

"I take it you're hungry then. If you'd like we could head to the fairgrounds, get some food while we wait for Yang and Ruby to wake up."  
Blake thought for a moment before her stomach growled once more, much louder than before. "Yeah, good idea. Let me just get ready."  
Blake sighed before moving her book to the top of her nightstand. She got up to go to the bathroom, grabbing her clothes on the way in. She came out a few minutes later, fully dressed and ready to go.  
"Lets get going," Blake said to her white haired team mate, causing Weiss to put her scroll in her pocket and stand up. Blake opened the door for herself before Weiss walked out behind her, softly closing the door trying her best not to wake her remaining two teammates.

A few minutes pass before the two reached the fairgrounds, luckily with it being so close to Beacon there was no worry about transit. Both walked toward the same booth they were at last night when they looked over to the stage, seeing police tape and a couple of cops, causing Weiss to stop and walk toward the scene.  
"What happened here?" she questioned the cop, Blake now walking up behind her.  
"Not sure to be honest. Looked like some type of fight took place last night."  
The cop said before walking back to his partner. "So we've got dust rounds for some form of shotgun, we've got semen and some broken crates. Many people reported screams coming from this area last night, although only brief."

Weiss sighed before turning around, "That's not good…. who would do this during the Vytal festival? It's about peace… not, whatever this was."

The Schnee then walked over to the same booth they were at earlier, Blake behind her, who hadn't spoken too much since leaving the dorm room, asked for another salad. Weiss sat down with Blake moving beside her, Weiss actually looked upset from the scene earlier. Blake easily caught on to it when she looked at Weiss, sighing softly.  
"Weiss? Is everything alright?"  
"Yeah… sorry Blake. It's just… I hate seeing violent acts, especially during a time of peace. We're Huntresses so it's expected against Grimm and even the Vytal festival has a tournament… but that's not real. Actual human on human conflict and it's rather upsetting is all." Weiss went on almost looking like she was about to cry, even if that was the farthest thing from true.  
"I see…. I understand your point, I hate it. That's why I want to become a Huntress, someone needs to stop it. Just figuring out how is the hard part." Blake just looked at the shopkeeper before ordering her usual, giving Weiss a soft pat on the back before they both dug in to their food. An announcement came over the speakers, loud as Doctor Oobleck spoke quickly, "Tournaments for today have been cancelled. That is all."

Both Blake and Weiss turned to each other before tilting their heads at the same time.  
"Cancelled? Why on Remnant would they be cancelled?" Weiss questioned before looking toward the coliseum up in the sky  
"I don't know…. maybe technical difficulties?" Blake thought out loud while trying to figure it out. "Whatever it is we should probably let Ruby and Yang know, Ruby won't be too happy."  
Weiss sighed before looking at her half eaten salad, "Agreed…. and neither am I."  
Both girls got up, not wanting to even finish their food as they were just put off by the whole situation as they paid the man. They began walking back toward Beacon. They made their way through a path in the Emerald Forest and a few howls from Beowolves could be heard in the distance.  
"Why did we take this way back again?" Weiss questioned her faunus teammate, who was looking around the forest.

"I don't know. It's supposed to be a short cut."

"How is…. okay Blake. If you say so." Weiss just grumbled to herself as the two kept on walking.  
A low sounding snarl could be heard behind them as they continued to walk, not noticing it at first before it caught Blake's ears. Her bow twitching as she spun around only to see a large Grimm standing on its hind legs as it stared down at the two young girls. Its teeth becoming visible as it almost grinned at the two. Both girls instantly drew their weapons, ready to strike at a moments' notice as it just merely stood there.  
In a fraction of a second, its tentacles shot out from what looked like spikes on its back, hitting Blake down in an instant. Her weapon being thrown across the path. Weiss quickly put a glyph down on her feet before dashing at the beast, slashing its chest with her sword, causing a decent sized cut to open. That only caused the Grimm to become angry. Its tentacle gripped onto Weiss's arm and she let out a gasp as she dropped her weapon. Easily pulling her to the ground in front of it, it began binding her wrists together in front of her as she let out a loud yell. Blake was left on her back in a daze from being knocked back. She jumped to her feet as she ran for her weapon only for a tentacle to grip her waist, pulling her back beside the Schnee heiress. Both girls looked to each other before back up to the beast, struggling to break free. Only causing the monster to become furious as its fur became damp with its own blood. Moving a tentacle down Weiss's back, it made its way under her jacket, tearing it off in one swift motion. Blake was pulled away, allowing her the perfect view to see her friend in the vulnerable position that she was in. The tentacle moved down to move under Weiss's combat skirt, tearing it in two, exposing her tight firm ass in white lace panties, causing Blake to blush at seeing her teammate in such a position. Weiss yelled out as her skirt was removed with force.  
"What are you doing?!" was all she could say before the monster slapped her firm ass with one of its tentacles, causing it to ripple from the impact.  
"Heeeeyaaaaaah!" she cried out as it left a red mark on her ass cheek. Another strike hit her hard in the same place, only becoming redder as it hit her once more. She screamed louder with every strike, wiggling and squirming around as she quivered. Then she suddenly froze, eyes wide, as she felt the tentacle coil around her ass cheek. The monster of a Grimm bent down before lightly licking her cheek, causing an involuntary moan to leave her lips. Looking back she sees a tongue probing her asshole, her underwear already torn off without her even noticing. Blake at this point had turned away, not wanting to look as her friend was being raped in front of her.

Weiss screamed at the top of her lungs as the tongue licked her puckered asshole, causing it to loosen slightly. Waves of pleasure hit her while as she started to feel her pussy get wet, her own body betraying her as she continued to squirm. Weiss suddenly felt her pussy lips spread as a tentacle began probing it, whimpering as she knew the worst was about to happen. She struggled against the tentacles binding her hands but was unable to do a thing as it began to slide into her core, eyes going wide as she felt it stretch her. Having only masturbated with her fingers before, she was not used to such size. Her walls quickly tries to adjust to the sheer size of the tentacle. Its tongue still working away at her asshole before slowly pulling away. The animals tongue was hanging from its mouth as it moved toward her face, which was in a contorted look between agony and bliss, the two feelings at war with each other. It just smiled before licking across her face. Standing back up to claim his prize, with one swift motion he shoved his tentacle all the way in, hitting against her cervix as she let out a loud cry of agony. Eyes went wide before closing tightly as it started to pump in and out of her with force, screams, moans and cuss words leaving her mouth with every thrust. The animal, using one of its claw like hands, gripped her by the hair, pulling her face to look at it as it thrust its tentacle into her tight little hole. Grunting in pain, the heiress slowly opened her eyes to look at it. Her tongue hanging out like an animal as she was fucked. Another tentacle coiled around her leg, squeezing against the milky flesh of her upper thigh, another binding around her neck, lightly choking her. Her eyes grew wide as she started to gasp for air. The beast grinned as it licked her tongue with its own, only to slide its tentacle past her cervix, breaching her womb as she cried out in pure pain. Bolts of agony shooting up her spine as it let out a loud mating call, cumming deep inside Weiss's womb, causing a small bulge to be visible.

At this time Blake was watching the whole thing, eyes wide in horror and arousal at the sight of her friend being dominated. A clearly visible wet spot could be seen through her shorts as she could feel a tentacle lightly rubbing her core through the material. Teasing her before pulling out of Weiss, one last string of cum shot onto her face, landing directly on her scar as her body went limp. Cum dripped from her sore pussy as the animal's tentacles withdrew into its back. Dropping Blake to the ground, it gripped her with its claws, digging its nails into her shoulders before pulling her against its body, lightly licking her ear before releasing her. It quickly ran off into the woods, a small trail of blood following it from its earlier wound as Blake ran to Weiss, kneeling beside her as she sighed.  
"Weiss?! Can you hear me?" Blake asked, causing the Heiress to look up at her friend, cum on her face as she weakly spoke.  
"I…what just…..help…"  
She said before passing out, her whole body shaking a few more times.

 **So how was that? Hope you enjoyed. I wonder why the beast decided to leave** **Blake alone, hmmm. Interesting. Time will tell!**


	3. Blake and Yang: How did we get here?

**Here it is! Chapter 3! Sorry for the long wait, but I hope you enjoy! (Blake and Yang)**

Blake kicked open the door into team RWBY's dorm with Weiss in her arms, her clothes in pieces. Her whole body covered in sweat and cum, the cum dripping from her lower lips as she whimpered in Blake's arms. Yang and Ruby both jumped up; the two girls having been in bed all day after their own incident. They looked over in unison to see their partners.

"Blake? W-Weiss?! What happened?!" Ruby said while rubbing sleep from her left eye, Yang had already jumped out of bed to see if she could help.

Blake spoke with a soft voice "A… Grimm with…. these things on its back just attacked us. It… she… Weiss got…. violated" She finished before walking to Weiss's bed, slowly placing her down.

Ruby jumped from her bed before kneeling down by Weiss. "Weiss? Are you…. okay?" she said with a small blush at the site of Weiss's mostly naked body, as well as the cum that was all over her.

"I think I... water. Please?"

"On it!" Yang spoke before walking to the mini fridge they had in their dorm, opening it to grab a water bottle as she tossed it to Ruby. Ruby nodded at Yang before cracking it open, slowly moving her hand behind Weiss's head before lifting it to pour some water into her mouth.

Weiss took a couple sips before sighing happily "Thank you Ruby… "

"So what exactly happened?" Yang questioned as she went to sit down on Blake's bed.

"We were walking home along… a short cut, and this large Grimm that I've never seen before just…. attacked us. It made me watch, almost like it knew how much that would hurt me. How could it know that?! It's a Grimm."

"Maybe it's like those Goliaths Pro… Doctor Oobleck showed me…. Maybe it's smarter than an average Grimm?"

"Maybe… Still doesn't explain why it would rape Weiss instead of… try to kill us?"

Weiss whipped some semen from her eye before looking around for a tissue or something, anything to get this gross stuff off her hand. Her Aura having healed her quite a bit already, she was gaining her strength back before slowly spinning around to sit up in her bed, legs dangling off the edge

"I think I'd like to shower now and get some new clothes."

The team looked back at Weiss before they all gave her a weak smile. None of them would admit it at this time but the sight wasn't the worst thing they could see, a mostly naked Weiss with cum all over here. Only an idiot wouldn't appreciate that, even if the circumstances were a little different.

"Good idea. Need some help getting to the shower?"

"That would be lovely. Thank you Ruby." Weiss said while slowly getting to her feet. Ruby grabbed her arm before putting it over her shoulder to support Weiss. Wrapping her arm around the heiress's waist, she gave Weiss a reassuring smile before they both walked to the bathroom. Ruby slowly closed the door behind them as she sat Weiss down on the toilet seat.

"Let's… get you out of those clothes….. Well, what's left of them."

"Of course. Thank you Ruby." She said softly which left Ruby to blush as she inched her hands over to Weiss's torn shirt. Weiss lifted her arms up as Ruby pulled off the little amount that was left, her blush grew as she now had a perfect sight at Weiss's surprisingly decent sized breasts. Ruby had always pictured them as smaller; not that she thought about Weiss's breasts often, only once a week.

Weiss slowly stood up as Ruby grabbed the hem of her skirt, slowly pulling it down as she knelt down to follow it, revealing Weiss's torn panties. The skirt fell to the ground as she stepped out of it.

"One… last thing…. " Ruby spoke softly. Her voice was hoarse as she gripped Weiss's panties, being covered in cum as she pulled them down. Weiss's pussy was dripping with cum and other fluids. Her pubic hair was white and in a nice little V formation pointing toward her clit. Ruby's face was redder than her cloak as she stared for a moment before realizing where she was, pulling away before getting back to her feet.

"T-There. All naked and stuffs…. " The crimson girl said nervously, scratching the back of her neck.

"Thank you Ruby. It means a lot that you'd help me… after…. that."

"Well…. duh. That's what friends are for silly!"

"I suppose you're right. Well thank you." She spoke softly before walking to the shower, leaving Ruby to stand there awkwardly for a few minutes before realizing she should leave

"W-Well we'll be outside if you need anything!" Ruby smiled softly at Weiss, watching her butt for a moment before slowly backing up, leaving the bathroom. She came back to see Blake and Yang talking, both sitting on Blake's bed.

"And that's pretty much what happened."

"Wow Yang… I had no idea. So it just left… me alone."

"The worst part is, I enjoyed it…. so much. It was the be… oh, Ruby! How's Weiss?" She asked her younger sister with a fake smile on her face.

"She's fine. Still a bit shaken up but she's a strong girl."

"Good. So I just told Blake about…. our situation."

Ruby blushed brightly as she looked to her sister, then Blake. "Oh… right." She said not having much too really say on the matter.

"What should we do? Should we tell someone? Ozpin? Glynda? Ironwood?" Blake questioned while Ruby went to take a seat on Weiss's bunk.

"Do you think they'd believe us? Grimm don't just… rape people."

"Why would we lie about that Yang?"

"I don't know. It's just so farfetched that anyone would have trouble believing us."

"Then do we just shut up and let this thing roam around?"

"I hate to say it… but yes, for now. Until we can at least get evidence that it's real."

"Fine Yang. If you say so. I'll trust you on this."

Yang smiled softly at Blake. "Thank you." She turned to face Ruby who was just looking to the ground. "Everything okay baby sis?"

"Yeah, I just feel bad for Weiss…. I mean it's no fair. Maybe if I woke up and warned you guys or something. I don't know…."

"Ruby, there's nothing you could have done. Believe me on that." Blake cut in while giving Ruby a warm smile.

"Still… I'm a leader. I should have….done something."

"Stop that. Don't you dare think like that." Yang spoke loudly, upset that her sister would try to shift the blame to herself like that.

"Hey, how about we get something to eat? Just to get our minds off of it, plus I'm pretty hungry after today."

"I could go for some food!"

"I think I'll…. stay here, for when Weiss is done." Ruby spoke softly before climbing up to her bunk, covering herself in her sheets.

"Alright sis. Just call us if you need anything. I'll bring you back something." Yang said before getting up, Blake right after her as the two made their way to the door. Yang opened it for Blake as the Faunus walked out, Yang following before closing the door.

The two had finished eating at the cafe, filled with food that the two had stuffed into their faces as they walked back to their dorm room. Yang suddenly stopped in her tracks before doing a 180, speed walking the other way. This caused Blake to stop, look behind her, and stare in confusion for a moment.

"I…Yang?" She questioned before spinning around herself, quickly walking after Yang who walked quickly out of the dormitory and through the courtyard before making her way toward the forest of Forever Fall.

"Yang?! Yang?! What are you doing?!" Blake called out as she was now right behind Yang, following her before she put a hand on Yang's shoulder just for Yang to speed up. Mow in the forest of Forever Fall, Yang walked until they reached a small abandoned two story house. Yang just stopped at the door before she stumbled backwards, shaking her head as Blake caught up to her.

"Yang?! What are you doing?! Why are we here?!"

Yang just slowly turned to Blake before squinting "Why are we… where are we?"

"What do you mean? You brought us here!" Blake spoke while looking around. The two girls were unarmed in a Grimm infested forest. Realizing she should keep her voice down, she started to loudly whisper.

"We need to get back to Beacon…. Now!"

"But how did I…. "

That's when a loud thud could be heard behind them as the Grimm landed on its hind legs. It was the same one that had done so much damage. Blake slowly turned around while reaching for Gambol Shroud, which she didn't have. The Grimm was a lot bigger since the last time they had… met.

"Yang, we need to… " As Blake was about to finish her sentence the Grimm let out a fairly loud howl, causing Nevermores to fly out from the trees nearby.

Yang, still in a dazed state, looked to Blake before looking to the old house, then to the large Grimm in front of them.

That's when the Grimm decided to make its move, its back tentacles already in motion as the first one grabbed Blake's leg, pulling her down to the ground. The Grimm knew it would have time before it needed to deal with Yang so it would take its time. Once on the ground, the Grimm sent out two tentacles to bind to Blake's wrists, pulling her back up so her feet were just barely touching the ground. The Grimm gave off one more howl as it slammed Blake into the side of the old house, the rough bricks tearing the front of her clothes as it lightly grinded her against the structure.

Blake looked over to Yang who was just a dazed mess as the Grimm coiled a tentacle around her neck, two to her legs, spreading them slightly as one move lightly rubbed the bit of fabric covering her lower lips and bottom. The Faunus growled back to the beast as she tried her hardest to break free. Failing repeatedly before she felt something much larger poke against her butt, weakly turning her head to see a large cock coming from the beast's groin. Her eyes went wide as it poked against her asshole through her clothing, causing a small yelp to escape her lips at the size of it.

She struggled more to break free but the beast was just too strong. Its large cock moving from her ass to her lower lips. The two tentacles that were coiled around her legs spread them even more. The ends of which moved to her pussy before cutting at the fabric in one swift motion, causing a loud scream to leave Blake as her core was exposed. The two tentacles now moved to her lips before spreading them apart, exposing her inner walls as it spread her as much as it could. Another cry leaving the Faunus's mouth.

Blake felt the head of the large cock press to her lower lips, eyes going wide as she felt the girth press against her. It began slowly splitting her in two as it entered. The whole head now inside her as she screamed out in agony, her body betraying her as she started to drip onto its cock. It let go of her arms so that she could press them up against the wall for support. Her legs were pulled even more as she cried out in pain. The first two inches were now buried inside her as it continued to slowly push into her. Her pussy was tight, but it managed to spread it open.

It groaned in pleasure as another three inches were pushed into her. Her whole body was a shaking mess as she tried her best to relax, just so it wouldn't hurt as much. Failing to do so she closed her eyes hoping it would all be over soon. The Grimm gave a howl as it thrust the rest of its cock into her in one swift motion, her whole body on fire as it caused her stomach to bulge just from the size. The Grimm slowly tightened its grip around Blake's neck, causing her to gasp for air as it slowly pulled half way out before thrusting back in.

"Stop it you fucking animal! Gaaaaah!"

It moved its claws to her waist, digging into the soft flesh as it started to speed up its thrusting. Pounding into her at a moderate pace as she cried out with every hit to her cervix. The large member stretched her apart while it moved down with its teeth to lightly lick along her neck. A moan escaped her lips as she tried her best to keep quiet, not wanting the beast to even think she was enjoying it. It then slowly sank its teeth into the side of her neck, causing her to cry out as its front four teeth dug in. This caused blood to drip down to her collar bone as she whimpered in pain.

"S-Stop!" Was all she could manage to say as it started to pound her faster and faster, it grunting against her neck before pulling away while licking up some of the blood, causing it to only go faster.

Yang by this time was out of her trance. Not having her weapons, she looked at what was happening before running and jumping onto the Grimm. She wrapped her arms around its neck as she hung off its front, now in between Blake and the beast. The beast was surprised by this, causing it to stumble back a few inches, its cock slowly sliding out of Blake before stopping half way. The Grimm howled as it stepped back, pulling out of Blake. Its tentacles releasing her, causing her to fall to the ground in pain. Her core dripping onto the grass, whimpering quietly.

"Fuck…. " She spoke before looking to the beast and Yang.

The Grimm used a tentacle to bind her wrists around its neck, holding her in place, causing her eyes to go wide in surprise. Its cock was now facing upward and was poking against the fabric covering her pussy. Realizing she had made a horrible mistake she tried to free herself. The Grimm just snarled as it just started to force its cock against the fabric, trying to break it. Too horny for even it to see straight, having been interrupted by the blonde, he was going to have some revenge. At one final push it broke through the fabric of her shorts and panties, pushing its cock right into the brawler's cunt. Yang let out a loud cry as she was railed by the beast. As it spent several minutes pounding her, the pain of the large cock was replaced by pleasure. She began to moan louder and louder as she closed her eyes to enjoy her fucking. No guy or girl could ever make her feel this good. She was being stretched as it continued to fuck her before pulling her arms off of its neck, off into the air while pulling her off of his large cock before throwing her into the structure in front of them.

He looked back to Blake who was still on the ground, just staring at the thing in awe as it stomped toward her. Its teeth showed as it was almost grinning, not that it mattered as the beast gripped Blake's arms with its claws. It pulled them behind her as it put her in a doggy style position, face into the ground as her ass was in the air.

The beast knelt down, filled with lust, as it pushed its cock back into her dripping pussy. She screamed loudly into the dirt and grass as it pulled on her arms, causing her chest to drag against the ground, only making her cry out more as it returned to fucking the animal. Yang now slowly walked to the animal before it hit her in the face with a tentacle, knocking her out cold while another tentacle slowly slithered to her core. Slithering in as it started to fuck Yang's body with force, doing the same to a very conscious Blake as she wailed in pain and pleasure, her whole body in conflict with itself. Not sure if she wanted it to stop, or needed it to continue. Not that it mattered at this point as she wasn't going anywhere unless the beast let her.

She heard a loud growl as it suddenly bit into her neck again, causing her to yell at the top of her lungs just as a sudden burst of cum shot deep into the Faunus's womb. Her eyes went wide as it filled her to the brim before it pooled out into the dirt and grass. The tentacle currently fucking Yang also burst, cum shooting into her as Yang spasmed in her unconscious state. The cum dripped from her cunt as the monster pulled out of Yang, then gave Blake a small lick on the neck before pulling out with a popping sound as more cum left her cunt.

"A-Ahh….. " She spoke weakly as her core emptied before she collapsed to the ground, feeling completely drained of energy and power. She heard a few high powered rifle shots in the distance before everything faded to black.

 **Hope you enjoyed that one! More on the way soon! Also working on another small fanfiction, though it will only have a few chapters. Two or three depending. Anyways if you see any problems leave a review, or if you have a suggestion, idea, or just wanna say how you like/dislike it, please leave a review! Thanks for reading!**


End file.
